Agreement

These Terms of Service (the "Terms" or this “Agreement”) cover your use of the services Lokal, Inc. (“Lokal”) provides, including the Lokal.com website (the "Site"), the Lokal API, the Lokal tunneling service, the Lokal Client software, the Lokal documentation associated with any Lokal software, and any other software or services offered by Lokal in connection with any of the above services (collectively, the "Lokal Services" or the "Services").

You must agree to the Terms in order to use the Services. Your use of the Lokal Services means your acceptance of and agreement to the Terms. Lokal will treat your use of any portion of the Services as acceptance of, and agreement to, the Terms from that point on. The Lokal Services are available only to individuals who are at least 18 years old and to companies that are appropriately licensed and otherwise legally permitted to conduct business. You represent and warrant that, (a) if you are an individual, you are at least 18 years old, and (b) if you are a company, that (i) you are appropriately licensed and legally permitted to conduct business and (ii) the individual accepting these terms on your behalf is authorized to do so.

Lokal may make changes to the Terms from time to time. We will provide notice at the top of this page of the latest update date, and on the dashboard of the Lokal service, if the Terms change in any substantive way. We will provide at least seven (7) days' notice before the changes take effect, during which period of time you may reject the changes by stopping all use of and access to the Lokal Services and (if you have an Lokal account) terminating your account.

This Agreement incorporates Lokal’s Privacy Policy, which is currently located at https://lokal.so/privacy-policy (“Privacy Policy”).

Use of Services

License to Lokal Services. Subject to these Terms, Lokal grants to you a non-exclusive, non-transferable, non-sublicensable, revocable right: (a) to access and use the Lokal Services during the Term (as defined below); and (b) to download and, copy the Lokal Client; and (c) if you have an Lokal License, distribute the Lokal Client to third parties to whom you make available an application created by you using the Lokal Software in connection with which you, not your customer, maintain an account with Lokal. Such third parties are referred to as “Customer Licensees.” Notwithstanding the foregoing, you may, subject to Lokal’s prior written consent (which it may grant or withhold in its discretion), distribute the Lokal Client to your customers who maintain their own accounts with Lokal. All rights not expressly granted by Lokal hereunder remain the sole property of Lokal.

Use of Lokal Services. You will be solely responsible for all use of the Lokal Services accessed by you (including but not limited to use by the Customer Licensees and whether or not authorized) or under your account, and you shall ensure that all such use is in accordance with this Agreement. You will be solely responsible for all acts and omissions of your representatives, consultants, contractors, subcontractors, agents or Customer Licensees who are authorized by Lokal or you to use the Lokal Services. You will take all reasonable precautions to prevent unauthorized access to or use of the Lokal Services and will promptly notify Lokal in writing immediately of any unauthorized access to or use of the Lokal Services of which you become aware.

Customer Data. You will ensure that Lokal is entitled to use any data, information or material provided, submitted, or otherwise made available by you or on behalf of you to Lokal in the course of using or accessing the Lokal Services (“Customer Data”) as needed to provide you with the functionality of the Lokal Services. You understand and agree that Lokal's Privacy Policy, shall apply to all Customer Data. Lokal may collect, retain, use, and disclose data and other information about you and your users, including but not limited to Customer Data, subject to the terms of Lokal’s Privacy Policy. You shall ensure that all users have provided all necessary consents and permissions for you to make Customer Data available to Lokal under these Terms, including for use, retention, and disclosure in accordance with Lokal’s Privacy Policy. If you are an EU data subject (as defined under the EU General Data Protection Regulation (“GDPR”), you shall ensure that Customer Data does not include sensitive personal data (as defined under the GDPR). Please note that, for the version of the Lokal Services for which Lokal does not charge a fee, Lokal may include the IP address of the Lokal Client in the hostnames Lokal assigns to you or in HTTP headers included in responses to requests passing through the Proxy Service, thus making that IP address available in connection with any HTTP request to the Proxy Service. Accordingly, and without limiting your other obligations under this Agreement, to the extent the GDPR applies, you acknowledge and agree that (a) such use of the data subject’s IP address is part of your processing of personal data as a controller under the GDPR, and (b) you will promptly inform the data subject(s) who may be identified by such IP address(es) that the IP address(es) will be so available. You acknowledge and agree that Lokal may use Customer Data to improve your use of the Lokal Services and may use aggregated and anonymized Customer Data to improve the Lokal Services generally. You also acknowledge and agree that Lokal may access, preserve and disclose your account information and other Customer Data if required to do so by any applicable law or if Lokal in good faith believes that such access, preservation or disclosure is reasonably necessary to: (i) comply with any applicable legal process; (ii) enforce this Agreement; (iii) respond to claims that any Customer Data violates the rights of third parties; (iv) respond to your requests for customer service; or (v) protect the rights, property or personal safety of Lokal, its customers and/or users and/or the public. In no event shall Lokal or its designees have any liability or obligation to you in connection with exercising any rights set forth in this Section. You may not use the Services if you are a person barred from receiving the Services under the laws of the United States or other countries, including the country in which you are resident or from which you use the Services.

Acceptable Use

You agree that, except as expressly provided in these Terms, you will not: (i) copy the Lokal Services or Site Materials or any portion thereof; (ii) distribute, modify, adapt, translate, reverse engineer, decompile, disassemble, create derivative works based on, print any part of, or otherwise attempt to discover the source code, compiled executables, intermediate files, or underlying structure, ideas, know-how or algorithms relating in any way to the Lokal Services or Site Materials; (iii) rent, transfer, resell, lease, license, assign, grant any rights in, or otherwise make available the Lokal Services or Site Materials to third parties or offer it on a standalone basis; (iv) use the Lokal Services or Site Materials in a fashion that could reasonably be deemed to compete with the business of Lokal; (v) use the Lokal Services or Site Materials to send or store infringing, obscene, threatening, libelous, or otherwise unlawful material, including material that violates third party rights; (vi) use the Lokal Services or Site Materials to conduct “phishing” or other similar activities or in any other manner that could be misleading to third parties; (vii) interfere with or disrupt the integrity or performance of the Lokal Services or Site Materials, or any data or information that is transmitted using the Lokal Services; (viii) use the Lokal Services or Site Materials for purposes that are illegal or that violate any applicable law or regulation; or (ix) attempt to gain unauthorized access to the Lokal Services or Site Materials, other accounts, computer systems, or networks connected to the Lokal Services or Site Materials, through hacking, password mining, or any other means.

Account and Registration

If you decide to purchase Lokal Services, You must provide accurate, current, and complete information during the payment process and keep your account information updated. You are responsible for maintaining the confidentiality of your account credentials and for all activities that occur under your account. You agree to notify Lokal immediately of any unauthorized use of your account or any other breach of security. Lokal is not responsible for any loss or damage arising from your failure to protect your account information.

Fees and Payment

Certain features of the Lokal Services may be subject to payment of fees. If you elect to use any paid features or services, you agree to pay the applicable fees as described in the Service Plan you selected. Lokal reserves the right to change its pricing and payment terms at any time. Any changes to pricing will be effective upon your renewal of the Services.

Term and Termination

This Agreement will commence on the date you first use the Lokal Services and will continue until terminated by either party. Lokal may suspend or terminate your access to the Lokal Services at any time, for any reason, including if Lokal believes that you have violated this Agreement. You may terminate your use of the Lokal Services at any time. Upon termination, you must cease all use of the Lokal Services and delete any Lokal software from your devices.

Disclaimers and Limitations of Liability

Lokal makes no warranties, express or implied, regarding the Lokal Services or Site Materials, including but not limited to the implied warranties of merchantability, fitness for a particular purpose, and non-infringement. Lokal does not warrant that the Lokal Services will be uninterrupted or error-free. In no event will Lokal be liable for any indirect, incidental, special, consequential, or punitive damages, or any loss of profits or revenues, whether incurred directly or indirectly, or any loss of data, use, goodwill, or other intangible losses, resulting from (i) your use or inability to use the Lokal Services, (ii) unauthorized access to or alteration of your data, or (iii) any other matter related to the Lokal Services.

Indemnification

You agree to indemnify, defend, and hold harmless Lokal and its affiliates, officers, directors, employees, and agents from and against any claims, liabilities, damages, losses, and expenses, including reasonable attorneys’ fees, arising out of or related to your use of the Lokal Services, any breach of this Agreement, or any violation of applicable law or regulation.

Miscellaneous

This Agreement constitutes the entire agreement between you and Lokal regarding the use of the Lokal Services and supersedes all prior agreements and understandings, whether written or oral, relating to such subject matter. If any provision of this Agreement is found to be invalid or unenforceable, the remaining provisions will remain in full force and effect. Lokal’s failure to enforce any right or provision of this Agreement will not be deemed a waiver of such right or provision.